Kamen Rider Kabuto: Agent of SHIELD
by UltimateGundamFighter
Summary: In the year 1999, a meteorite fell to the Earth and impacted the Northwestern area of Queens NY, Transforming the great area into a mountain of rubble. But along with the meteorite a new species of Aliens have infiltrated the world ready to wipe out humanity, Peter Parker has been chosen by destiny to become the warrior that will protect the world, he is Kamen Rider Kabuto


Kamen Rider Kabuto : Agent of S.H.I.E.L.D.

**I DO NOT OWN KAMEN RIDER KABUTO OR ANYTHING IN THE KAMEN RIDER FRANCHISE; IT IS ALL OWNED BY TOEI AND CREATED BY SHOTARO ISHINOMORI. **

**I ALSO DO NOT OWN SPIDER-MAN, THE SPECTACULAR SPIDER-MAN, ULTIMATE SPIDER-MAN OR ANYTHING IN THE SPIDER-MAN MOVIE FRANCHISE AS IT IS ALL OWNED BY DISNEY MARVEL AND SONY PICTURES AND CREATED BY STAN LEE AND STEVE DITKO.**

**I DO NOT OWN THE MARVEL CINIMATIC UNIVERSE OR MARVEL'S AGENTS OF SHIELD EITHER AS IT IS OWNED BY MARVEL, DISNEY AND ITS RIGHTFUL CREATORS**

**SO PLEASE DO NOT SUE ME, I'M JUST A FAN WHO IS WRITING A FANFICTION STORY FOR FUN!**

_**WARNING: I know there are some Spider-man fans who hate change to the spider-man mythos and what not but please remember this is a FanFiction and fanfiction stories don't always have to follow the mythos from the comics or movies etc. **_

_**Please DON'T be flaming this story just because it doesn't follow how it was done in the comics.**_

_**Also expect more Marvel heroes to appear in this story later on.**_

_**This is my FAN version of the Marvel Universe combining Kamen Rider Kabuto, Spider-man and the MCU, Agents of Shield show, and comics down the road.**_

* * *

**14 Years Ago…**

**March 15, 1999 **

**Ruins of Forest Hills, North Western Queens New York**

Peter Parker, the 9 year old boy groaned as he finally regained consciousness. Less than an hour ago, a meteor crashed into the center of the Forest Hills area and transformed the once great area full of life into a mountain of rubble and death. Peter had been living with his Aunt May and Uncle Ben after his parents had left him with them three years ago. But now...all of that was gone once the meteor hit.

"H-Help me…" A soft female voice spoke. Peter looked in front of him as he saw a brown haired girl around his age covered in building debris. "Help someone...Please!" She begged to anyone as tears formed in her eyes. Peter extended his arm as he tried to reach out to the girl but to no avail.

Suddenly, a light shined from above the two children and the two looked up to see a figure in red armor that looked similar to a beetle with insect like wings land in between them. Peter looked at the figure with shock and awe as the red armored figure looked at the brown haired boy with its large blue eyes before looking at the brown haired girl. The girl also shared the same look as Peter as she looked at the Red Armored person.

The suit of armor then disappeared and revealed a 17 year old long brown haired young man who wore a red sleeveless jacket with a black t-shirt underneath and dark blue jeans and black boots. Around the young man's neck was a white scarf. The teen turned to Peter as he handed the boy an odd belt.

"Put this on." The teen spoke. Peter looked at the belt which seemed to be some sort of device he would find in his father's lab. The young Parker groaned a bit as he slid the belt under him and maneuvered it to his waist before he hooked the two sides of the belt together around him. He looked back at the 17 year old male only to find the older boy's body glowing brightly.

"Take care of her." The teen indicated to the young girl. "And remember, With Great Power, Comes a Great Responsibility." The teen finished as he disappeared from existence. Peter's hands both formed into fists as he groaned and tried to lift the large pillar off of him. The girl watched with worry as Peter yelled and raised the pillar off his body before he moved forward and grabbed the girl's hand.

"It's alright." Peter told her as he held her hand tightly. "I'll help you…."

XxXx

**(Play Next Level by YU-KI)**

(Insect wings fall apart before it shows Kamen Rider Kabuto in Masked Form. Then shows Kabuto in Rider form arrives being surrounded by Worms. Next scene shows him riding on the Kabuto Extender.)

**Kimi ga negau koto nara subete genjitsu ni naru n' darou** **Erabareshi mono naraba **(Kabuto drive in a wide open area in which he is soon replaced by Peter Parker walking. The next scene is a meteor crashing into Forest Hills.)

**Bousou hajimeteu** (Shows how many Worms can disguise as normal people. The scene soon shows lights in the sky by the empire state building.)

**Sekai wo moto ni modosu ni wa maho **(Shows Agent Phil Coulson along with his Team as they walk to the Bus. It then shows Kabuto on his motor cycle before time rewinds and sees Peter walking down the street)

**Jikan ga nai **(Shows Fitz and Simmons in the lab.)

**MOVING FAST Kokoro mo **(Shows Skye on her laptop as it showed a picture of Kabuto.)

**tokei hashirase **(Shows Grant Ward standing in a half darken room. before showing Agent Melinda May in the Bus's cockpit)

**Ashita no sono saki e **(Shows Peter and Kabuto standing back to back, before showing young Peter grabbing the girl's hand.)

**Kimi no tonari tatakau tabi umarekawaru** **Me ni mieru SPEED koete 'ku MOTION **(Shows Kabuto use Cast Off and transformed into their Rider forms. Kabuto shows off his Clock Up and ran through a frozen explosion.)

**Ittai jibun negai dare no tsuyosa shinjirareru **(Shows Ward, May, Coulson, fighting scenes.)

**Kousoku no VISION minogasu na. **(Shows Kabuto fighting in Clock Up.)

**Tsuite koreru nara** (Shows Kabuto standing alongside the Agents of Shield.)

_**Kamen Rider Kabuto: Agent of S.H.I.E.L.D.**_

**Chapter 1- Peter Parker: Kabuto**

**New York City**

**September 02 2013 1:24am,**

**Present Day **

**Warehouse 06**

The Security Guard was whistling as he turned a corner as he shined his flashlight down a hallway. He suddenly heard a strange sound behind him and turned around as he saw a stack of boxes completely destroyed. The weird part was that they looked perfectly fine only a second ago.

The guard ran down a hall to the alarm before he bumped into something, he looked to see that he had bumped into…himself. His naked doppelganger smirked as its body began to glow and transform into a large dark green humanoid crystalist creature.

The guard didn't have enough time to scream as the monster grabbed him.

**Meanwhile**

A mile from the warehouse three black van sped down the road towards the location.

"Director Fury, we located another alien life form." A woman spoke threw her communication ear piece. "In sector C-3,"

"_Good, I want the threat terminated this time Agent Carter. We can't let these Alien sons of a bitches keep roaming the streets and increasing the casualty list." _Director Nick Fury of S.H.I.E.L.D. spoke through the com.

"Yes sir." Agent Sharon Carter replied as they reached their destination. From the van's, S.H.I.E.L.D. Agents stormed out as they readied their weapons before entering the facility.

"This is Agent Lance, we're moving in." One of the Agents now identified as Lance spoke quietly through the com before he and his platoon entered the warehouse.

* * *

"Formation Alpha." Carter ordered as her team entered the south entrance.

* * *

"This is team 3, we're entering the warehouse." Clay Quatrermain said as his teamed entered the warehouse. "No life forms detected yet, advancing to point two."

* * *

"North side is clear, no signals detected." Lance said as he continued his search. "Carter, think you can back us up?"

"_On the way."_ She replied through his headset.

"Alright, formation Beta everyone." Lance ordered his team as they advanced further.

* * *

Quatermain and his team entered another room as they continued to search for the alien. One of the agents turned the corner and found the body of a deceased security guard on the ground covered in a slime substance. The agent lowered himself as he checked for any pulse but found none.

"The guard's death is confirmed." He said to Quartermain. The man nodded before he looked back at the rest of his troops. "Search the area, maybe this thing left some clues."

The agents nodded as they looked around the large room. Suddenly the ceiling burst apart as the Alien fell onto two agents and killed them immediately before it hissed at the others.

"Target confirmed, Target Confirmed!" the agents yelled as they raised their weapons at the monster before they fired. The alien hissed in pain before it charged at the Shield Agents. The Agents tried to put up a fight but the alien was too much trouble for them. Bodies flew all over the building, each soldier either ended up on the ground dead, or beaten up by the alien.

"We need backup!" Quatermain yelled through the com as he and what was left of his platoon continued to fire on the Alien.

"_My Platoon and Lance's are being pinned down!"_ Carter yelled through the com as gunfire could be heard as well. Suddenly two more aliens appeared behind them and started to attack from behind. The aliens then started to grunt as they shed their outer skin.

"THE GOD DAMN THING JUST MOLTED!?" One of the agents yelled before being hit by the alien. But this time the Aliens were moving in super speed and caused more agents to be flung around the room, dead or wounded.

"RETREAT!" Quatermain ordered as he shot gas bombs to cover their escape. The remaining agents fell back, once all the Soldiers retreated or dead, the aliens quickly left the building.

* * *

Later, the remaining S.H.I.E.L.D. Agents were outside. The wounded were being treated or died from their injuries while the other soldiers were leaning against the vans exhausted from the fight.

Lance, Carter and Quatermain were on the line with Fury as they gave their report.

"_Twelve wounded Twenty-four dead and the aliens escaped."_ Fury's voice spoke over the com. _"Return to base. You're finished for the night."_

"Sir, let us continue to look for them we ca-." Lance began only to be cut off by the Shield Director.

"_Return to base, Agent Lance."_ Fury said again before the communication was cut.

* * *

**September 02, 2013**

**Location: New York City**

**11:24AM**

**Empire State University**

"Watch it you jerk!" a female student yelled as she was shoved accidently by 22 year old College Student Peter Parker who as usual was late to class.

"Sorry!" Peter yelled back as he tried to make it to class as fast as he could. Not that it mattered since he was already late thanks to some building downtown blowing up and the cops redirecting people. He turned a corner only to run into a man in a brown suit and had only one arm.

"Oh god!" Peter said in shock. "Geez, sorry Dr. Conners."

"Parker." Conners spoke. "Late again I see, that makes what the fourth time this week, what's the excuse this time?"

"I know, I'm sorry. I wa-" Peter was then cut off.

"May I remind Mr. Parker that last time the excuse you gave was that you had car trouble." The College teacher said as it was common knowledge that Peter Parker didn't own a vehicle or a drivers license.

"Right..." Peter smiled nervously remembering the lame excuse.

"Now if you'll excuse me Mr. Parker, I have to get to my lab." Conners exclaimed as he moved passed Peter.

* * *

**Meanwhile**

**Agent Hill's Field Office**

**Location: Unknown**

"What does S.H.I.E.L.D. stand for Agent Ward?" Maria Hill asked Grant Ward as they both sat in her office.

"Strategic Homeland Intervention, Enforcement and Logistics Division." Ward answered his superior.

"And what does that mean to you?" Agent Hill asked.

"It means someone really wanted our initials to spell out Shield." he answered jokingly but saw that the woman in front of him wasn't amused. "It means we're the line...between the world and the much weirder world." he answered seriously. "We protect people from news they aren't ready to hear, and when we can't do that, we keep them safe."

He then pulled something out of his jacket pocket. "Something turns up..."He unwraps it revealing a strange device. "Like this Chitauri Neural Link..." Ward slides the device across the table to Hill. "...We get to it before someone bad does."

Agent Hill stood up and walked over to another Agent and put the device in the container he was holding. "Any idea who Vanchat was planning to sell it to?" She asked Ward.

"I'm more interested in how this Rising Tide group found out about it?" Ward spoke. "I thought they were just hackers, what changed?"

"A lot of things have changed." Hill exclaimed. "Only a few months ago most people went to bed thinking that the most craziest thing in the world was a Playboy Billionaire in a flying metal suit. Then the invasion happened and a giant green monster, a costumed hero from the 40's and a god fought them back."

"I don't think Thor's really a god...technically?" Ward pointed out.

"You haven't been near his arms." Hill mumbled before speaking up. "That day was the end of the world. This is a new world we live in. People are different and have access to tech, to formulas, secrets they're not ready for."

"Why pull me from Paris then?" Ward asked.

"You'll have to ask Agent Coulson for that information." was Hill's only answer.

"I have Level 6 Clearance." Ward said. "I know Agent Coulson was killed in action before the battle of New York."

"Welcome to Level 7." a voice spoke up as Ward saw Agent Phil Coulson walk out from the shadows. "Sorry...that corner was really dark, and I couldn't help myself."

Ward looked from between Coulson and Hill as he wanted an explanation.

"I think there's a bulb out." Coulson finished.

* * *

**Meanwhile**

**Location: New York City**

Peter walked the streets of the large city lost in his thoughts, the years since the big impact in 1999 haven't been great to him since he had been basically mourning the death of his Aunt and Uncle. Peter was placed in a orphanage along with the girl he was with who introduced herself as Mary Sue. He found the name kind of funny since it was also the name of his Mother Mary Parker, they both became friends and lived together in the orphanage for three years before she was sent away for some odd reason. Before she left she promised to always remember him and gave him a necklace she said belonged to her dead mother. Peter accepted the gift hesitantly but also gave Mary a ring that was a memento of his dead Aunt May.

A year later a 13 year old Peter Parker was adopted by a nice blind man named Matt Murdock who worked as a Lawyer by day and as the vigilante known as Daredevil by night. Some days Matt would train Peter to fight in defense as well as teach some unique blends of the martial arts such as judo, kenjutsu and Jujutsu. Matt taught Peter enough to get him to fight off a gang of street crooks if the he was ever in trouble.

The 22 year old male sighed as he looked up and arrived at his destination, The Daily Bugle.

* * *

_**5 Minutes Later**_

Peter exited the elevator and stepped on the main Bugle floor,

"Robbie where's my layout, Foswell I asked for that rewrite 12 seconds ago, Lee i'm not paying you to sit on your ass AND WHERE'S PARKER!" yelled a loud obnoxious voice throughout the entire room.

"Um, Here Mr. Jameson." Peter answered as he entered his bosses office.

"Its all over town Parker." Jameson spoke. "Gossip, rumors, panic in the streets if we're lucky. In the last week 12 people mysteriously disappear and for what, only to be found covered in some slime. And yet we don't have any pictures!"

"Sorry sir, I was um...I got some pics of the explosion today." he said as he laid the photo's on the desk.

"What's this?" Robbie asked holding up a photo of a man in a hood kneeled on the ground holding a woman in his arms.

"That's the weird part." Peter explained." Apparently this guy jumped out of the burning building saving the woman..." He scrambles through a few photos before showing one with the hooded guy jumping out of the burning building.

"Bunch of freaks." Jameson scoffed. "Robbie run the photo on page one, Hooded Menace bombs building."

"But sir, The guy was trying to save people not-" Peter started only to be interrupted.

"Tell you what Atticus, you get the photo's I make up the headlines got it." The editor and chief of the Bugle exclaimed and Peter nodded.

* * *

**Meanwhile**

**Agent Hill's Field Office**

**Location: Unknown**

"Director Fury faked your death to motivate The Avengers." Ward concluded as he, Agent Coulson and Hill walked through the S.H.I.E.L.D. base.

"Nothing like motivating a team then the death of an ally." Hill said as they stopped by a scanner and got their photo taken before entering the main room.

"Plus, it wasn't that much of a stretch." Coulson spoke. "I stopped breathing for 40 seconds."

"Eight." Maria said. "Gets longer every time you tell it."

"Yeah well when you get shanked by a lunatic Asgardian Mussolini, you tell it your way." Coulson exclaimed. "I was looking at the big white light and felt like it was longer than 8 seconds."

"Do they know?" Ward asked. "Stark and the others?"

"They're not Level 7." Hill simply stated.

"Got out of the I.C.U., and got stuck in Tahiti." Coulson spoke again. "Rough gig."

"But something got you back in the game." Ward said before he noticed three video on the screen in front of him. "What is that?"

One video showed a man in a hood jump down from a burning building and saving a woman while the second showed a S.H.I.E.L.D. Strike Force being defeated by large creatures.

"That's a Superhero and Unidentified Life Forms Agent Ward." Coulson answered.

"Unidentified Life Forms?" Ward asked again confused.

"These are aliens that have been among us for a while." The Agent said. "Remember the 1999 incident of New York?"

"Of course." Ward answered. "A meteorite fell to the earth and hit the Northwestern part of Queens, and destroyed the area."

"Yeah and with the Meteorite came these creatures, These guys are more dangerous then the Chitauri. They have the power to transform and look like ordinary human beings." Coulson explained. "They also can molt their outer skin like an insect and run at fast speeds when it happens."

"The unregistered gifted identified as unknown." Hill interrupted before reports flooded the screens.

"Another present from the Rising Tide." Coulson spoke.

"How do they get this stuff?" Ward asked.

"Because they're good." Coulson said. "So I need better."

"Agent Coulson has requisitioned a mobile command unit to which you are assigned to." Maria Hill stated.

"Rising Tide is trying to draw us out and its time they succeeded." Coulson said.

Ward nodded understanding. "You want me to cross them off?"

"Oh wow." Coulson said. "No. I want to use them to get to him." he pointed at the hooded man. "This man's world is about to get very weird. He's gonna need some help."

"I'm sorry." Ward spoke. "I was trained from day one as a specialist. I go in alone, I get it done. Defusing a nuke, I'm your man but not for this."

"I know its not what you enlisted for." Coulson said." But I think your the guy for this. Besides, we also have another job to do in New York."

"Like what?" Ward asked.

"Like trying to investigate the disappearance of 12 New York citizens in the passed week."

* * *

**Location: New York City **

**Peter Parker's Apartment**

Peter grunted as he finished his exercise and walked into his room. He then opened his closet and pulled out a box before he opened it, revealing the mechanical belt he received years ago.

"How long do you plan on making me wait?" He asked as he held the belt in his hands. It had been more than 10 years since that day when his life was taken from him and he still had to wait for the day when this belt could be used for something. Peter sighed and packed the belt into a backpack and got dressed before he left the apartment.

* * *

**Location: New York City **

**Alleyway**

"How will you come at us?" A young woman asked as she sat in her Van. "From the air, from the ground, How will you silence us this time? How can you, The truth is in the wind. It's everywhere, you cannot stop The Rising Tide. You will not find us. You will never see our faces, but rest assured we will rise against those who should shield us from the truth and nothing, Nothing can stop us in the-" She was then cut off when the door next to her opened revealing Phil Coulson and Grant Ward.

She turned to then and smiled. "Hey, what up?"

* * *

**Later**

**Location: New York City**

**Air-strip **

**The Bus**

"Did Agent Ward give you anything?" Coulson asked the young woman identified as Skye as they stood inside a surveillance room on the Bus as Coulson called it. They had brought the young woman on an hour ago to interrogate for information on the Hooded Hero and to gain her trust, Coulson hit Ward with a Truth Serum in order for her to trust them when they say their the good guys.

"He's told me he's been to Paris but he's never really seen it." Skye answered as she walked around him. "And that he wishes you stayed in Tahiti."

"It's a magical place." Coulson smiled.

"Ward doesn't like your style." Skye said looking around. "Kind of think I do."

"What about his?" Coulson asked as he brought of a video of a news report from J3 Communications.

_"...remains in critical condition." a young woman spoke. "Employee's could not identify the attacker, but security footage confirms that this man assaulted the factory foreman before damaging thousands of dollars worth of company equipment. And in other news a security guard was found dead today in a warehouse covered in slime-"_

"This is wrong." Skye spoke. "This is not... the guy I met, he was..." she paused trying to find the words. "He just needed a break."

"Then give him one." Coulson said. "What have you got?"

_**Later**_

"Michael Peterson. Factory worker, Married, one kid." Coulson debriefed the team. "Gets injured, gets laid off. Wife jumps ship. Good guy bad breaks. Best guess is, somebody tells him they can make him strong again, make him super."

"Who has the tech to do that?" Melinda May asked. "And why would they want to?"

"Fitz what do we have from the security footage before the blast?" Coulson asked. Leo Fitz pressed a few buttons as an image appears on the screen. "What are we seeing?"

"Well, the man is angry at the other man." Fitz explained stupidly as they all just stare at him.

"The data is very corrupt." Jemma Simmons said.

"Yeah like cold war Russia corrupt." Fits exclaimed. "I can't sync the timecode without-"

"What if you had the audio?" Skye interrupted as they all looked at her. "I was...running surveillance on the lab. I had my shotgun mic pointed at the window before the blast. The digital file's in my van but there's too much background noise for me, but you could probably-"

"You can clean that up, can't you?" Simmons asked Fitz interrupted Skye. "Find the sync point and use cross-field validation."

"Yes of course." Fitz answered before turning to Skye. "Um, the audio would be great, thank you very, very much."

"We will take that audio please." Simmons smiled.

"Your van's here," Coulson said. "But you were right, we couldn't decrypt the files."

"The encryption's coupled to the GPS." Skye replied. "Get my van back to that alley and then i'm in business."

"Agent May will escort you." Coulson said before turning to May. "And on your way out, wake up Ward."

As soon as the others left Coulson turned to Fitz and Simmons. "You two, as you wait for that I want you to start up on the Masked Rider Project."

"The Rider Project?" Simmons asked confused. Coulson pulled out a USB Drive and gave it to them.

"This will tell you everything you need to know."

* * *

**Location: New York City**

**Central Park Area**

A young woman with long blonde hair stood in front of a hotdog cart as she waited for the vender who was busy talking to a woman next to him. The blonde continued to wait patiently not wanting to interrupt them.

"Yo buddy, you call yourself a salesman." a male's voice said next to her as she turned to see Peter standing next to her as he looked at the vender. "This pretty lady has been standing here waiting for you to finish talking." he said pointing at the blonde. Peter than walked away leaving a confused vender and the blonde staring at him.

Peter sat on a park bench and looked through his backpack before he pulled out a picture of him and Mary from childhood, he reached up to his neck and felt the necklace she gave him still their.

"That's a nice necklace." a voice spoke up as Peter looked to see the woman from before. "I haven't seen anything like it."

Peter smiled a bit. "It was a gift from a friend."

"I see." she said before extending her hand out. "Names Gwen Stacy."

"Peter Parker." he replied as he shook her hand before he stood up. "You should learn to speak up for yourself more Ms. Stacy."

"Well it's hard to talk to everyone in New York, never know who to trust." Gwen said as she smirked a bit at him.

"I guess that's true." was his only reply before he started to walk away. Gwen was about to follow before a voice called out to her.

"Hey Gwen!" she turned to see a guy with red hair run up to her. "Hey I've been looking all over for you."

"I'm fine Harry." she said as she turned back to where Peter was walking away. Harry saw this and spoke up.

"Who's that, a friend?"

* * *

**Location: New York City**

**Residential Area.**

A man turned a corner as he continued to walk and go about his business. From a car across the street two men were watching him.

"Isn't that the dead security guard from the other day?" One of the men asked as they watched the guy. "What should we do?"

"We contact headquarters." the other replied. "Apparently the higher ups have this contact that deals with stuff like this."

He pulled out his phone and dialed up headquarters, but suddenly the phone started to malfunction. "What's wrong with this thing?"

The two men suddenly turned to see the dead Security Guard in the backseat. They tried to bring out their weapons but it was to late as they were both killed. The car door opened but instead of the security guard walking out it was one of the men. He opened the other car door and dragged out the dead bodies of the two men and dropped them on the floor.

The fake man then turned as he sensed another of his kind, but it seemed more...human than the rest.

* * *

**Location: The Bus**

"So where did that get us?" Ward asked entering the lab on the Bus.

"Skye's sending us the rest of her decrypted files on Centipede." Fitz explained as he grabbed more tools. "But we have her audio, I've loaded it up."

"Nice work." Coulson smiled. Ward walked around the lab as he looked at the different equipment around the room. He stopped at a desk and saw a weird metallic belt with some sort of port at the buckle. He picked up the belt and examined it as Fitz was explaining more of the plan.

"Now using motion estimation, Bayesian inference, a beam splitter, and a little diffraction theory. our mystery man..." Fitz then hit some buttons on his device before the room lit up and recreated the crime scene. Fitz grinned. "Like magic. But it is science."

"So, explosives in the case?" Ward asked as he looked at the holographic projection with the belt still in his hand. They watched the recreated scene before pausing and noticed the Centipede device attached to a man's arm. Ward also noticed something weird about the man, his skin looked almost looked like it was cracking a bit.

"It's an intravenous filter for his blood." Simmons spoke. "This goo sir, very similar to the serum Dr. Erskine developed in the 40's for the...

"Super Soldiers." Coulson finished.

"I'm reading Alien metal, Gamma Radiation, Unknown substance, almost every known source of superpower thrown in a blender." Simmons said as Coulson turned to Fitz again.

"We need to see the origin of the blast." He said. "Run it back from the last point recorded."

Fitz nodded and fast forward the video to the blast he then slowly rewinded it. The video showed the Centipede man to be the point of origin from the blast.

"Extremis." Coulson debunked. "It's new, completely unstable."

"Poor man didn't bring an explosive." Simmons said sadly. "And Mike has the same stuff in his system."

"And judging by his strength level, a lot more." Ward finished.

"Wait sir." Fitz spoke up. "Theirs something else in the blast."

"Show me." Coulson ordered. Fitz showed the man exploding again. He then paused as it showed a shadow inside the explosion.

"What is that..." Jemma asked as she and everyone else looked at the large shadow of a creature inside the explosion.

"Sir, isn't that..." Ward began and looked at Coulson.

"Unidentified Life Form." The Team Leader finished as he looked at the creature. Coulson then turned to look at the female science expert. "You said their were unknown substance inside the serum, I think we found it."

"Wait." Fitz spoke up. "We saw the man explode, how could this thing appear inside the explosion?"

"Unless, the serum turned this guy into that after he exploded..."Simmons hypothesized.

"Meaning this Centipede is turning ordinary people into Unidentified Life Forms after exploding." Coulson concluded. "These people are experimenting with forces they can't understand."

"Wait, so that means Mike is gonna turn into that?" Fitz asked. "After...exploding..."

"And he'll take anyone within a two-block radius." Simmons finished.

"But how do we stop this thing?" Ward asked as he pointed at the Unidentified Life Form.

Coulson looked at Ward and smiled. "The answers in your hand." he said as Ward looked at the belt in his hand.

* * *

**Later**

Coulson and Ward arrived at the coordinates Skye gave when she hacked into their computer system to tell them where she was.

"Look at these people Coulson." Ward spoke as he noticed all the people around them. "Are you really willing to sacrifice all of them for some unknown guy?"

"No one is unknown Ward, Fitz/Simmons will come through." Coulson replied as he lifted his bull horn ready to speak. Suddenly they both heard a beeping coming from their vehicle and Ward opened the door and saw the beeping coming from the suit case containing the belt.

"It's beeping..." Agent Ward said as he opened the case. "Is it suppose to beep?"

"No." Coulson said before the two moved back a bit as the belt gave off an electric charge.

Meanwhile on the other side of the street from the two S.H.I.E.L.D. Agents, Peter was walking as he sipped on a cup of Star Bucks Coffee, he walked down the street before he heard a beeping noise come from his back pack. He suddenly went down on one knee and quickly opened his bag and looked at the belt inside as it gave a small electrical charge and beeped more.

"It's finally activated." He said to himself with a hint of joy in his voice as he looked around for anything that could of caused this.

**"Mr. Peterson, good morning." **a loud voice called out as Peter looked to see two cops near a van as another man stood back with a bull horn.

**"We're not a threat. We're here to help." **Coulson continued. **"But you're in danger and we need to take you in."**

Suddenly the side door to the Van burst off and caused the two cops, Ward and Coulson to evade. From across the street Peter watched as a dark skinned man who he assumed was Mr. Peterson dragged a woman with him as he carried a kid into the train station. He also noticed one guy run after them, but what Peter noticed was not the gun the man was carrying but a familiar belt in his other hand.

* * *

Inside the station, Mike dragged Skye with him as he dodged through the crowd, Skye looked around for anything to cause a distraction before she kicked a random guy in the groin and caused him to fall on the ground.

"You're right." Skye said to Mike. "He is a little bitch."

The guys friends charged at Mike as Skye and Mike's son moved back. The centipede man grabbed one guy and threw him far across the station into a mountain of luggage. Mike punched another guy away before he blocked another and caused the guy's bones to break before he was thrown away.

"Ace!" Mike yelled before some guy hit him on the back with a metal pole. Mike turned unharmed as the guy looked at the dented pole in his hands with fear. A few seconds later he was sent flying away.

* * *

**Outside the Building**

The police arrived and surrounded the area and began to coordinate their strike. But with the police officers was a familiar man who no one knew was really killed an hour ago and replaced by an Unidentified Life Form. The disguised alien looked around the area before he moved.

Meanwhile inside Coulson met up with Mike's son and ordered the cops to escort the kid out as Ward tried to reason with Mike who was caught in the Agent's strangle hold.

"Look." Ward spoke to him. "The stuff inside you is unstable. It'll kill you and everyone in here."

"Who's gonna miss us?!" Mike said angrily and threw Ward off of him. Mike then launched into the air and landed near Skye as she tried to escape. He dragged her to a door and broke it open. They moved up before Skye broke his hold on her.

"Mike you gotta stop!" She exclaimed.

"The men in suits?" Mike replied. "They're your buddies now?"

"Where did they take my son!?" He yelled as he grabbed her again and looked over the balcony to the ground. Suddenly a door behind them broke open, the two turned to see a man in a grey suit walk up to them glaringly before he pointed at Mike. The man opened his mouth to speak, but instead of words the man shrieked monstrously and began to glow before transforming into a large dark green creature. The creature then charged at the two humans.

"Get down!" Mike yelled as he pushed Skye out of the way and was hit over the balcony by the creature to the ground below. The creature then turned to Skye and shrieked loudly again and started to walk towards her. But it didn't get far as Agent May suddenly appeared and used both her legs to kick the giant monster off the ledge and to the ground below while catching it off guard. She got up off the ground and looked at Skye.

"You alright?" The female agent asked as Skye nodded.

Back on the ground, Mike got up off the ground in time to see the creature stand up as well and charge at him again. Mike tried to use his strength to push the monster back only to be over powered by said creature and thrown against the wall behind him. The alien was shot at from its side by Coulson but did no damage.

"Ward I need you to get down here." Coulson ordered through his com as he distracted the Unidentified Life Form with more shots. Up above on the second floor, Ward handed his weapon to Fitz who stood next to him and jumped down as he landed roughly. He put on the belt before he ran to where Coulson was who was now joined with Agent May and Skye a little behind the veteran Agent.

"So what do I do?" Ward asked as he pulled out his hand gun and fired with Coulson.

"You have to summon the Zector!" Coulson replied as they continued to fire.

"The what?" the other agent asked confused.

"Just raise your hand in the air and concentrate!" Coulson told him. Ward nodded as he held his hand into the air, suddenly a small portable appeared in the air and a red mechanical beetle flew out of it towards the S.H.I.E.L.D. Agents. Ward went to grab the Zector but it suddenly turned away from him and flew past the monster before it landed in the palm of Peter Parker.

"Sorry buddy." Peter smirked as he held the red beetle zector. "But I'm the chosen one not you."

""What the hell…. Who are you?" Ward asked as he along with Coulson, Skye, May looked up at Peter, the creature growled a bit as it also looked up ad the young man. Mike Peterson climbed out of the wall dazed a bit and looked up at Peter as well.

"Finally..." Peter said to himself as he looked at the zector in hand. "I have the power to fight for the future in the palm of my hand, I've waited for this moment. No...I lived for this moment."

"Hey, that's S.H.I.E.L.D. Property!" Fitz exclaimed from the second floor, but it went deaf to Peter's ears. In his mind Peter wondered what to say to activate the zector since most heroes usually have a phrase to say before heroing up, he then remembered a Japanese show he watched as a kid and decided to go with it.

"Henshin." He said and equipped the zector to his belt.

"**HENSHIN**." A semi-robotic voice spoke as large red hexagons covered his body and transformed him into what looked like a heavy armored Warrior. It was mostly silver with a red accent on the shoulders and chest. Cylindrical sections ran down his hands and armor plating was on his fingers. The helmet was silver with a solid blue visor. On the forehead of the visor was a small bit resembling that of a rhino beetle's horn tip. This was Kamen Rider Kabuto: Masked Form.

The alien creature growled even more angrily before it charged at the Rider only for Kabuto to dodge and kick it on the back and caused it to hit the wall behind him. Kabuto then tackled the alien through the wall and to a closed subway station below. Kabuto then pulled out his Kunai-Gun and shot at the alien and caused it to fall off the platform and onto the track.

* * *

Meanwhile

Mike stood up straight and glared at Coulson who walked slowly to him, The agent then put down his gun on the ground in front of Mike.

"Think that means anything?" He growled. "I know you got men everywhere waiting to put me down. I know how this plays out."

"I don't." Coulson replied. "I know you got poison in your system. It's burning you up, Mike the last guy who wore that exploded and turned into that creature you saw." As Coulson spoke Ward made his way quietly to where Fitz was and reacquired his weapon ready to take a shot at Peterson."

"I'm not like that other guy." He said. "I'm...it matters who I am, inside if im a good person. If i'm strong."

_"I have a clear shot."_ Ward's voice broke through Coulson's com. _"You copy?"_

"I know your strong." Coulson spoke to Mike again. "You're boy knows it. He needs you to let us help."

"You took him!" The centipede man exclaimed as his voice began to crack. "You took my wife, my job, my house." He revealed the Centipede on his arm. "You think this is killing me!?"

* * *

Underground.

The creature got up and growled angrily before it began to shed it's outer form into its new one. Kabuto shot at it but it proved unaffected as the creature disappeared in blinding speed.

Kabuto was then hit and flew in the air only to be hit again and crashed into a pillar. He looked up and saw a blur moving around him and noticed a broken mirror in the corner of the room. An idea came to him and he took out his Kunai-Gun again and fired at the mirror and caused it to shatter into pieces, the laser from the gun then extended from each of the shattered pieces into a grid around the monster and allowed Kabuto to track it. He transformed his gun into axe mode and stabbed the Alien. It shrieked in pain before it exploded in a blue ball of fire.

* * *

"Your right." Coulson said as he stepped closer to Mike. "It matters who you are."

"I could ya know.." He cried a bit. "I could be a hero."

"I'm counting on it." Coulson smiled. Suddenly Mike fell back to the ground as a bullet entered his skull. He looked with wide eyes at Ward before he looked at Mike Peterson. Jemma checked on him and smiled as she confirmed he was alive and in stable condition.

* * *

Kabuto stood on the on the damaged platform as he stared at where the alien once stood, he remembered what the person who gave him the belt once told him. With Great Power, Comes Great Responsibility. Kabuto would be damn sure to follow that quote for as long as he had the power of the Kabuto Zector.

He then heard footsteps behind him and turned to see the people from earlier. One of them stepped up with a smile on his face.

"Hello sir," He greeted Kabuto. "My name is Agent Phil Coulson, and I like to talk to you about something."

* * *

_**Next time on Kamen Rider Kabuto: Agent of S.H.I.E.L.D.**_

_**"Tell me about this S.H.I.E.L.D. Organization?" Peter asked.**_

_**"We fight to protect the world from things they're not ready for."**_

_**"If I refuse you'll eliminate me, if I loose I die." Peter said. "That's the kind of organization you guys have."**_

* * *

**Hey guys, I hope you enjoy this story, It came to me one day and I had to write this out, Tell me what you guys think and leave a review and leave some ideas if you have any.**

**Till next time!**


End file.
